R-11-01-13-10D4 - 1/13/2011RESOLUTION NO. R -11-01-13-10D4
WHEREAS, the City of Round Rock desires to retain professional public affairs consulting
services in relation to identifying and securing federal funding for growth and development projects,
and
WHEREAS, Capitol Partners, Inc. has submitted an Agreement for Professional Public Affairs
Consulting Services to provide said services, and
WHEREAS, the City Council desires to enter into said agreement with Capitol Partners, Inc.,
Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Professional Public Affairs Consulting Services with Capitol Partners, Inc., a copy of
same being attached hereto as Exhibit "A" and incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended
RESOLVED this 13th day of January, 2011.
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Secretary
O:\wdox\SCCInts\0l 12\1104\MUNICIPAL\00210817.DOC/rmc
CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL PUBLIC AFFAIRS CONSULTING SERVICES
WITH CAPITOL PARTNERS, INC.
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EXHIBIT
„A„
„A„
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This Agreement (referred to as the "Agreement") is made by and between the City of Round
Rock, a Texas home -rule municipal corporation whose offices are located at 221 East Main Street, Round
Rock, Texas 78664-5299 (referred to as the "City"), and 'Capitol Partners, Inc. whose offices are located
at 1629 K Street NW, Suite 1250, Washington, DC 20006 (referred to as the "Consultant").
This Agreement shall recite the contractual terms whereby the City engages Capitol Partners, Inc.
to perform, by way of illustration and not limitation, the following services:
Public affairs consulting services in relation to monitoring and advocating the City's
position on critical bills; securing changes to legislative language relating to
transportation issues; advocating passage of a stand-alone bill relating to the City's
receipt of formula funding; monitoring and advocating for passage of federal legislation
favorable to the City and against passage of federal legislation unfavorable to the City;
monitoring and advocating to secure government funding for the City's operations,
including periodic authorization bills; and maintaining and developing partnerships
between the City, Congress, and the federal government that result in substantial
government support and funding.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective
rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed behveen the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective from February 1, 2011, and shall remain in full force and effect
until it expires by operation of the term indicated herein, oris terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the services
specifred•herein is achieved, but in no event later than twelve (12) months from the effective date hereof.
At City's sole and unfettered option, this Agreement may be renewed for additional twelve (12)
tnonth periods from the expiration date of the initial term, only upon the express written agreement of
both parties and only provided Consultant has performed each and every contractual obligation specified
in this Agreement.
City reserves the right to review the Agreement and contractual relationship at any time, and may
elect to terminate same with or without cause or may elect to continue.
002I0593fikg
1.02 CONTRACT AMOUNT; SCOPE OF SERVICES DELINEATION
In consideration for the professional services to be performed by Consultant, City agrees to pay
Consultant the amount of Eight Thousand and No/100 Dollars ($8,000.00) per month as a retainer for
services and for receipt of the Scope of Services deliverables as delineated herein. This amount does not
include administrative fees which otherwise are payable under this Agreement as delineated in Section
1.03. This amount does not include expenses which otherwise are reimbursable under this Agreement as
delineated in Section 1.03.
For purposes of this Agreement, Consultant has issued its Scope of Services for the services
delineated herein. Such Scope of Services is attached hereto as Exhibit "A" and incorporated herein by
reference for all purposes. This Agreement, and its accompanying exhibit, shall evidence the entire
understanding and agreement between the parties and shall supersede any prior proposals, correspondence
or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of Services
within the contract term specified in Section 1.01. Consultant's undertakings shall be limited to
performing services for City and/or advising City concerning those matters on which Consultant has been
specifically engaged. Consultant shall perform its services in accordance with this Agreement, in
accordance with any appended exhibits, in accordance with due care, and in accordance with prevailing
consulting industry standards for comparable services.
1.03 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES; SUPPLEMENTAL
AGREEMENTS
Payment for Services: In consideration for the professional consulting services to be performed
by Consultant, City agrees to pay Consultant in accordance with the terms set forth below:
All retainer payments to Consultant shall be made on the basis of invoices submitted by
Consultant and approved by City in accordance with Section 1.04 herein, payable monthly in
advance.
Payment for Administrative Fees: Administrative fees in the amount of $200.00 per month shall
be paid to Consultant, upon Consultant properly invoicing for same and providing documentation for
same. Such administrative fees shall cover Consultant's incidental costs including but not limited to
postage charges, facsimile charges, telephone charges, and the like.
Payment for Reimbursable Expenses: Reimbursable expenses authorized in writing in advance
by City shall be paid to Consultant at actual cost, upon Consultant properly invoicing for same and
providing documentation for same.
Not -to -Exceed Total for Services: Unless subsequently changed by additional Supplemental
Agreement hereto, duly authorized by City Council or City Manager action, Consultant's total
compensation for services hereunder shall not exceed $96,000.00. This amount represents the absolute
limit of City's liability to Consultant hereunder unless same shall be changed by additional Supplemental
Agreement, and City shall pay, strictly within the confines of the not -to -exceed sum recited herein,
Consultant's professional fees for work done on behalf of City.
Not -to -Exceed Total for Administrative Fees: Unless subsequently changed by additional
Supplemental Agreement hereto, duly authorized by City Council or City Manager action, Consultant's
total compensation for administrative fees hereunder shall not exceed $2,400.00. This amount represents
the absolute limit of City's liability to Consultant hereunder unless same shall be changed by additional
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Supplemental Agreement, and City shall pay, strictly within the confines of the not-to-exceed sum recited
herein, Consultant's administrative fees for work done on behalf of City.
Deductions: No deductions shall be made for Consultant's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon claims, whether
paid by City or denied.
Supplemental Agreements: The terms of this Agreement may be modified by written
Supplemental Agreement hereto, duly authorized by City Council or City Manager action, if City
determines that there has been a significant change in (1) the scope, complexity, or character of the
services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant shall not
perform any work or incur any additional costs prior to the execution, by both parties, of such
Supplemental Agreement. Consultant shall make no claim for extra work done unless and until there is
frill execution of any Supplemental Agreement, and City shall not be responsible for actions by
Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by
Supplemental Agreement.
1.04 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit a series of monthly invoices
to City. Each invoice for professional services shall detail the services performed, along with
documentation. All payments to Consultant shall be made on the basis of the invoices submitted by
Consultant and approved by City.
Should additional backup material be requested by City, Consultant shall comply promptly. In
this regard, should City determine it necessary, Consultant shall make all records and books relating to
this Agreement available to City for inspection and auditing purposes.
If City has any dispute with work performed, then City shall notify Consultant within thirty (30)
days after receipt of invoice. In the event of any dispute regarding the work performed, then and in that
event Consultant shall either (a) satisfactorily re-perform the disputed services or (b) provide City with an
appropriate credit.
Payment of Invoices: City reserves the right to correct any error that may be discovered in any
invoice that may have been paid to Consultant and to adjust same to meet the requirements of this
Agreement. Following approval of invoices, City shall endeavor to pay Consultant promptly, but no later
than the time period required under the Texas Prompt Payment Act described in Section 1.08 herein.
Under no circumstances shall Consultant be entitled to receive interest on payments which are late
because of a good faith dispute between Consultant and City or because of amounts which City has a right
to withhold under this Agreement or state law. City shall be responsible for any sales, gross receipts or
similar taxes applicable to the services, but not for taxes based upon Consultant's net income.
Offsets: City may, at its option, offset any amounts due and payable under this Agreement
against any debt (including taxes) lawfully due to City from Consultant, regardless of whether the amount
due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt
due to City has been reduced to judgment by a court.
1.05 REQUIRED REPORTS
Consultant agrees to provide City with any necessary detailed final written reports, together with
all information gathered and materials developed during the course of the relationship. Additionally,
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Consultant agrees to provide City with any necessary oral presentations of such detailed final written
reports, at City's designation and at no additional cost to City.
1.06 LIMITATION TO SCOPE OF SERVICES
Consultant and City agree that the scope of services to be performed is generally enumerated in
the Scope of Services labeled as Exhibit "A" and attached hereto. Notwithstanding anything herein to the
contrary, the parties agree that City retains absolute discretion and authority for alt funding decisions,
such decisions to be based solely on criteria accepted by City which may be influenced by but not be
dependent on Consultant's work.
1.07 NON -APPROPRIATION; FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and agreed that
City shall have the right to terminate this Agreernent at the end of any City fiscal year if the governing
body of City does not appropriate funds sufficient to purchase the services as determined by City's budget
for the fiscal year in question. City may effect such termination by giving Consultant a written notice of
termination at the end of its then -current fiscal year.
1.08 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made
by City to Consultant will be made within thirty (30) days of. the date City receives goods under this
Agreement, the date the performance of the services under this Agreement are completed, or the date City
receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on
an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment
becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This
Prompt Payment Policy does not apply to payments made by City in the event:
(a) There is a bona fide dispute between City and Consultant, a contractor, subcontractor,
or supplier about the goods delivered or the service performed that cause the payment
to be late; or
(b) There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed that
causes the payment to be late; or
(c)
The terms of a federal contract, grant, regulation, or statute prevent City from making
a timely payment with federal funds; or
(d) The invoice is not mailed to City in strict accordance with any instruction relating to
the payment.
1.09 TERMINATION; DEFAULT
Terrnination: It is agreed and understood by Consultant that City may terminate this Agreement
for the convenience of City, upon fifteen (15) days' written notice to Consultant, with the understanding
that immediately upon receipt of said notice all work being performed under this Agreement shall cease.
Consultant shall invoice City for work satisfactorily completed and shall be compensated in accordance
with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant
shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless
otherwise specified in this Agreement, all data, information, and work product related to this project shall
become the property of City upon termination of this Agreement, and shall be promptly delivered to City
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in a reasonably organized form without restriction on future use, subject to the conditions set forth herein.
Should City subsequently contract with a new consultant for continuation of service, Consultant shall
cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City and the
terminated party to fulfill contractual obligations. Termination under this section shall not relieve the
terminated party of any obligations or liabilities which occurred prior to termination.
Nothing contained in this section shall require City to pay for any work which is unsatisfactory or
which is not submitted in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if the
alleging party provides the other party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if
agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to the actual
costs incurred by Consultant in performing the work to the date of default. The cost of the work that is
useable to City, the cost to City of employing another firm to complete the useable work, and other
factors will affect the value to City of the work performed at the time of default. Neither party shall be
entitled to any lost or anticipated profits for work terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and obligations of
the terminating party and the terminated party to fulfill contractual obligations. Termination under this
section shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which is unsatisfactory,
or which is not submitted in compliance with the terms of this Agreement.
1.10 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's employees or
subcontractors are not City's employees. This Agreement does not create a partnership, employer-
employee, or joint venture relationship. No party has authority to enter into contracts as agent for the
other party. Consultant and City agree to the following rights consistent with an independent contractor
relationship:
(a) Consultant has the right to perform services for others during the term hereof.
(b) Consultant has the sole right to control and direct the means, manner and method by
which it performs its services required by this Agreement.
(c) Consultant has the right to hire assistants as subcontractors, or to use employees to
provide the services required by this Agreement.
(d) Consultant or its employees or subcontractors shall perform services required hereunder,
and City shall not hire, supervise, or pay assistants to help Consultant.
(e) Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
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(f)
(g)
City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
Neither Consultant nor its employees or subcontractors are eligible to participate in any
employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City.
1.11 NON -SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for twelve
(12) months thereafter, neither City nor Consultant shall offer employment to or shall employ any person
employed then or within the preceding twelve (12) months by the other or any affiliate of the other if such
person was involved, directly or indirectly, in the performance of this .Agreement. This provision shall
not prohibit the hiring of any person who was solicited solely through a newspaper advertisement or other
general solicitation.
1.12 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements. City shall
have the responsibility of providing Consultant with such documentation and information as is reasonably
required to enable Consultant to provide the services called for. City shall require its employees and any
third parties who are otherwise assisting, advising or representing City to cooperate on a timely basis with
Consultant in the provision of its services. Consultant may rely upon written information provided by
City and its employees and agents as accurate and complete. Consultant may rely upon any written
directives provided by City or its designated representative concerning provision of services as accurate
and complete.
Required materials: Consultant's performance requires receipt of all requested information
reasonably necessary to provision of services. City shall furnish information which includes but is not
limited to pertinent correspondence with other local municipal and planning officials, previous analyses
or feasibility studies, and other pertinent information. Consultant agrees, within ten (10) days of the
effective date of this Agreement, to provide City with a comprehensive and detailed information request
list.
1.13 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and information
gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party
agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential
information relative to this Agreement, and to not make any use thereof other than for the performance of
this Agreement, provided that no claire may be made for any failure to protect information that occurs
more than three (3) years after the end of this Agreement.
The parties recognize and understand that City is subject to the Freedom of Information Act and
its duties run in accordance therewith.
All data relating specifically to City's business and any other information which reasonably
should be understood to be confidential to City is confidential information of City. Consultant's
proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any
other information which reasonably should be understood to be confidential to Consultant is confidential
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information of Consultant. City's confidential information and Consultant's confidential information is
collectively referred to as "Confidential Information." Each party shall use Confidential Information of
the other party only in furtherance of the purposes of this Agreement and shall not disclose such
Confidential Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be obligated to
treat as confidential any information disclosed by the other party (the "Disclosing Party") which: (a) is
rightfully known to the recipient prior to its disclosure by the Disclosing Party; (b) is released by the
Disclosing Party to any other person or entity (including governmental agencies) without restriction; (c) is
independently developed by the recipient without any reliance on Confidential Information; or (d) is or
later becomes publicly available without violation of this Agreement or may be lawfully obtained by a
party from any non-party. Notwithstanding the foregoing, either party will be entitled to disclose
Confidential Information of the other to a third party as may be required by law, statute, rule or
regulation, including subpoena or other similar form of process, provided that (without breaching any
legal or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither City nor Consultant will be liable to the other for inadvertent or accidental disclosure of
Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of
protection and care that such party customarily uses in safeguarding its own proprietary and confidential
information.
Notwithstanding anything to the contrary in this Agreement, City will own as its sole property all
written materials created, developed, gathered, or originally prepared expressly for City and delivered to
City under the terms of this Agreement (the "Deliverables"); and Consultant shall own any general skills,
know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar
information which may have been discovered, created, developed or derived by Consultant either prior to
or as a result of its provision of services under this Agreement (other than the Deliverables). Consultant's
working papers and Consultant's Confidential Information (as described herein) shall belong exclusively
to Consultant. City shall have a non-exclusive, non -transferable license to use Consultant's Confidential
Information for City's own internal use and only for the purposes for which they are delivered to the
extent that they form part of the Deliverables.
1.14 WARRANTIES
Consultant represents that all services performed hereunder shall be perforrned consistent with
generally prevailing professional or industry standards, and shall be performed in a professional and
workmanlike manner. Consultant shall re -perform any work not in compliance with this representation.
Consultant disclaims all other warranties express or implied including but not limited to the implied
warranties of merchantability and fitness for a particular purpose.
1.15 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of this Agreement, then and
in that event City shall give written notification to Consultant; thereafter, (a) Consultant shall either
promptly re -perform such services to the City's reasonable satisfaction at no additional charge, or (b) if
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such deficient services cannot be cured within the cure period set forth herein in Section 1.09, then this
Agreement niay be terminated for default.
In no event will Consultant be Liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by City, its directors, employees or agents.
In no event shall Consultant be liable to City, by reason of any act omission relating to the
services provided under this Agreement (including the negligence of Consultant), whether a claim be in
tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar
damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in
excess ate total professional fees paid by City to Consultant under this Agreement, except to the extent
determined to have resulted from Consultant's gross negligence, willful misconduct or fraudulent acts
relating to the service provided hereunder.
1.16 INDEMNIFICATION
Consultant and City each agree to indemnify, defend and hold harmless the other from and
against amounts payable under any judgment, verdict, court order or settlement for death or bodily injury
or the damage to or loss or destruction of any real or tangible property to the extent arising out of the
indemnitor's negligence in the performance of this Agreement.
Consultant agrees to indemnify, defend and hold harmless City from and against any and all
amounts payable under any judgment, verdict, court order or settlement for Third Party claims of
infringement of any trade secrets, copyrights, trademarks or trade names alleged to have occurred and
arising from the deliverables provided by Consultant to City in connection with the performance of this
Agreement. Should City's use of such deliverables be determined to have infringed, Consultant may, at
its option: (a) procure for City the right to continue using such deliverables provided or (h) replace or
modify them to make their use non -infringing while yielding substantially equivalent results. If neither of
the above options are or would be available on a basis that is commercially reasonable, then Consultant
may terminate this Agreement, City shall return such deliverables provided, and Consultant will refund to
City the fees paid for the deliverables provided.
This infringement indemnity does not cover claims arising from the combination of such
deliverables with products or services not provided by Consultant; the modification of such deliverables
by any person other than Consultant; deliverables complying with or based upon (a) designs provided by
or at the direction of City or (b) specifications or other information provided by or at the direction of City;
or use of systems, materials or work performed in a manner not permitted hereunder or by another
obligation of City to Consultant.
The indemnities in this section are contingent upon: (a) the indemnified party promptly notifying
the indemnifying party in writing of any claim which gives rise to a claim for indemnification hereunder;
(b) the indemnifying party being allowed to participate in the defense and settlement of such claim; and
(c) the indemnified party cooperating with all reasonable requests of the indemnifying party (at the
indemnifying party's expense) in defending or settling a claim. The indemnified party shall have the
right, at its option and expense, to participate in the defense of any suit or proceeding through counsel.
1.17 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate
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any duties under this Agreement without the other party's prior written approval, which approval shall not
be unreasonably withheld.
1.18 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred
while performing services under this Agreement. City will not do the following:
(a) Withhold FICA from Consultant's payments or make FICA payments on its behalf;
(b) Make state and/or federal unemployment compensation contributions on Consultant's
behalf; or
(c) Withhold state or federal income tax from any of Consultant's payments.
If requested, City shall provide Consultant with a certificate from the Texas State Comptroller
indicating that City is a non-profit corporation and not subject to State of Texas Sales and Use Tax.
1.19 INSURANCE
Insurance: Consultant, at Consultant's sole cost, shall have and maintain during the term of this
Agreement professional liability insurance coverage in the minimum amount of One Million Dollars
from a company authorized to do insurance business in Texas and otherwise acceptable to City.
Subconsultant Insurance: Without limiting any of the other obligations or liabilities of Consultant,
Consultant shall require each subconsultant performing work under this Agreement to maintain during the
terns of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance
required in the immediately preceding paragraph, including the required provisions and additional policy
conditions as shown below. As an alternative, Consultant may include its subconsultants as additional
insureds on its own coverages as prescribed under these requirements. Consultant's certificate of
insurance shall note in such event that the subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant in order
to assure compliance with the insurance requirements. Consultant must retain the certificates of insurance
for the duration of this Agreement, and shall have the responsibility of enforcing these insurance
requirements among its subconsultants. City shall be entitled, upon request and without expense, to
receive copies of these certificates of insurance.
Insurance Policy Endorsements: Each insurance policy hereunder shall include the following
conditions by endorsement to the policy:
(a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non-
renewal or any material change in coverage, a notice thereof shall be given to City by snail
to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify City, within ten (10) days of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives from its
insurer.
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(b) Companies issuing the insurance policies shall have no recourse against City for payment of
any premiums or assessments for any deductibles which all are at the sole responsibility
and risk of Consultant.
(c) Terms "City" or "City of Round Rock" shall include all authorities, boards, commissions,
departments, and officers of City and individual members, employees and designated
agents in their official capacities, or while acting on behalf of the City of Round Rock.
(d) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any future coverage, or to City's Self -Insured Retentions of whatever
nature.
(e) Consultant and City mutually waive subrogation rights each may have against the other for
loss or damage, to the extent same is covered by the proceeds of insurance.
Cost of Insurance: The cost of all insurance required herein to be secured and maintained by
Consultant shall be borne solely by Consultant, with certificates of insurance evidencing such minimum
coverage in force to be filed with City.
1.20 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
As this Agreement is a contract for public affairs consulting services, Consultant will strictly
adhere to both the letter and spirit of all federal, state, and local lobbying laws. Consultant, its
consultants, agents, employees and subcontractors shall comply with all applicable federal and state laws,
the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable Hiles and
regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further
obtain all permits, licenses, trademarks, or copyrights required in the performance of the services
contracted for herein, and same shall belong solely to City at the expiration of the term of this Agreement.
1.21 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents, consultants
and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any
product, materials or equipment that will be recommended or required hereunder.
1.22 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf with regard to
this Agreement:
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Carl Holshouser, Principal
Capitol Partners, Inc.
1629 K Street NW, Suite 1250
Washington, DC 20006
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1.23 NOTICES
All notices and other communications in connection with this Agreement shall be in writing and
shall be considered given as follows:
(a) When delivered personally to recipient's address as stated herein; or
(b) Three (3) days after being deposited in the United States mail, with postage prepaid
to the recipient's address as stated in this Agreement.
Notice to Consultant:
Capitol Partners, Inc.
1629 K Street NW, Suite 1250
Washington, DC 20006
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.24 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by
either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive
venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and
construed in accordance with the laws and court decisions of Texas.
1.25 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire agreement
between the parties and supersede all previous communications, representations, and agreements, either
written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of
any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No
modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by
the duly authorized governing body or representative for each party.
1.26 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with
the help of a mutually selected mediator. If the parties cannot agree on a mediator, City shall select one
mediator and Consultant shall select one mediator and those two mediators shall agree upon a third
mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared
equally by the parties.
1.1
City and Consultant hereby expressly agree that no claims or disputes between the parties arising
out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding,
including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or
any applicable state arbitration statute.
1.27 FORCE MAJEURE
Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in
performance of any obligation hereunder shall constitute an event of default or breach of this Agreement,
only to the extent that such failure to perform, delay or default arises out of causes beyond control and
without the fault or negligence of the party otherwise chargeable with failure, delay or default; including
but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion,
theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way
restrict the performance under this Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to perform
or its substantial delay in performance is due to City's failure to timely provide requested information,
data, documentation, or other material necessary for Consultant to perform its obligations hereunder.
1.28 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of
any event rendering any portion of provision of this Agreement void shall in no way affect the validity or
enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed
severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this
Agreement did not contain the particular portion of provision held to be void. The parties further agree to
amend this Agreement to replace any stricken provision with a valid provision that comes as close as
possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire
Agreement from being void should a provision which is of the essence of this Agreement be determined
void.
1.29 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform all of the
services, responsibilities and duties specified herein and that such services, responsibilities and duties
shall be performed, whether by Consultant or designated subconsultants, in a manner according' to
generally accepted industry practices.
1.30 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only and shall
have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such right or
power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed
by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of
any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized
representative of the party against whom such waiver or discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered one original. City agrees to provide Consultant with one fully executed original.
12
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate originals on the
dates hereafter indicated.
CITY OF ROUND ROCK, TEXAS CAPITOL PA ' ' ERS, INC.
_/.1
mss- ilITZ
By: By:
Printed Name: Printed
Title: Title:
Date Signed: Date Signed:
ATTEST:
By:
Sara L. White, City Secretary
FOR CITY, APPROVED AS TO FORM:
By:
Stephan L. Sheets, City Attorney
13
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it ,,of tali l Rbel(.
January 4th, 2011
1) Federal Lobbvine•Advocacv Support: In order to achieve Round Rock's long term goals, Capitol
Partners must continue to advocate the City's positions to members of congress. Thus far, Capitol
Partners assisted in striking down the Public Safety Bargaining Agreement Amendment, protecting the
City of Round Rock from federal Intervention on how it negotiates contracts with its emergency
response personnel.
A) Monitoring- Capitol Partners will monitor the legislative agenda In order to identify and target
all upcoming bills that may impact Round Rock and alert City officials of all legislative
developments. Capitol Partners will continue to use Its great relationships with Congressman
John Carter and Senators John Cornyn and Kay Bailey Hutchison to keep the City of Round Rock
ahead of the curve in the legislative agenda.
B) Advocacy- Capitol Partners will engage in a comprehensive outreach campaign to political
leaders in the federal level, and take advantage of its relationships with key members of the
Texas delegation, most importantly Reps. McCaul and Carter and Sens. Hutchison and Cornyn,
to ensure favorable legislation is passed and that any negative legisiatldn is opposed.
Additionally, Capitol Partners will represent and advocate on behalf of Round Rock and bring
significant congressional support to bear on any Round Rock issue as it arises, such as
Transportation disputes with Capital Metro, collective bargaining, and streamlined sales tax.
C) Coordinate- Capitol Partners will coordinate, schedule and facilitate meetings between Round
Rock officials (Mayor, Coundl members, and City Staff) and the key legislators mentioned above
in Washington D.C. when strategically needed for the advancement of Round Rock priorities.
2) Federal Lobbying- Funding: Capitol Partners will constantly monitor all federal government funding
opportunities available to the City of Round Rock and pursue them.
A) federal Funding- Congressional members'are charged by the Constitution to support their•
constituencies, thus they are very involved in ensuring that federal funds are Invested in their
home state and districts through specific requests they place with the federal agencies.
Members contact the federal agencies in charge of distributing federal funds through letters and
phone calls asking for specific projects and programs to be selected for support. As the
Congressional members, especially high ranking rnembers.such as Senator Hutchison, Senator
Cornyn, and Congressman Carter, have great control over an agency's funding, any federal
agency considers these requests carefully. Capitol Partners will leverage its relationships with
the powerful Texas delegation and within the federal agencies to ensure that Round Rock's
needs are considered urgent priorities to the federal government, leading to agency funding for
the city.
B) Authorization Bilis- Periodic authorization bills, such as the upcoming Transportation Equity
Act and the Water Resources Development Act provide great funding opportunities for road,
public transportation, and water Infrastructure projects for the City of Round Rock, Capitol
Partners will bring Its experience in securing funding from these legislative vehicles to bear on
behalf of the City of Round Rock. As these bilis are scheduled to be marked up in the spring, it Is
important to begin preparing viable projects in order to advocate for Round Rock's needs.
EXHIBIT
uAa
3) Executive Agency Grant Identification and Assistance; Capitol Partners will monitor, identify and
secure funding from all announced grant opportunities available to the city of Round Rock. Capitol
Partners will fully assist and support Round Rock throughout the entire grant identification, application
and support process. Our support and familiarity with the process will position Round Rock to put
together the most competitive grant applications possible and maximize the city's ability to secure
federal funding. Our assistance in this section of the process may include any of the following that you
require:
• Passing along a bi-monthly "Grant Announcement", a compilation of recently announced major
and federal grants available to you.
• Planning your proposal prior to the project
• Grant review (reviewing your existing or partially started project)
• Letters of intent of "boilerplate" preparation
• Protect research (does your program fit into the scope of the RFP?)
• Leverage all appropriate agency relationships to strengthen your application.
Additionally, Capitol Partner's' close relationships with your congressional delegation and the
administration will ensure that your application will have strong congressional support, thus
strengthening the application further.
Through the above services, Capitol Partners Inc. will achieve the following on behalf of the City of
Round Rock in the 112"' Congress:
• Ensure the Passage of Favorable Federal Legislation; Federal lawmakers yield a considerable
influence on the City of Round Rock's operations and budget, and thus must be educated on the
effects that any proposed legislation will have on the city and persuaded to act favorably.
• Block the Passage of Unfavorable Federal Legislation: Within the countless political Initiatives
in the federal agenda, there are Inevitably several proposed bilis and amendments that can have
a deeply adverse effect on the City of Round Rock. Congressionai'opposition to these Initiatives
must be secured to protect Round Rock from unfavorable legislation.
• Secure Government Funding for the City's Operations: The federal government takes upon
itself to support local emergency relief institutions, and thus there are several funding avenues
that Capitol Partners will secure support from for the City of Round Rock.
• Achieving The 7 Targets on the Federal Legislative Priority List
o Legislative Language allowing Section 3507 funds to be used for operational costs.
o The defeat of a Public Safety Bargaining Agreement.
o Legislative Language resolving the CAP Metro Funding dispute.
o inclusion In the upcoming WROA Bili.
o Inclusion In the upcoming TEA 0111.
o Resolution to the land sale Issue involving properties 482076, 482074, 481895, 481896
& 550304.
o The defeat of any Streamlined Sales Tax Amendment adversely affecting Round Rock.
ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY:
Agenda Item No. 10D4.
City Council Agenda Summary Sheet
Consider a resolution authorizing the Mayor to execute an Agreement for Professional
Agenda Caption: Public Affairs Consulting Services with Capitol Partners, Inc.
Meeting Date: January 13, 2011
Department: Administration
Staff Person making presentation: Cindy Demers
Acting City Manager
Item Summary:
This agreement is from February 1, 2011 to January 31, 2012 for professional consulting work. Capitol Partners has
guided the City in developing and executing our Federal Legislative Program the previous two years. Continuance of
their professional services would benefit the City as we develop the 2011 Federal Legislative Program, which we
anticipate will include a contingent from Round Rock traveling to Washington D.C. to visit with key officials. Capitol
Partners, based out of Washington D.C., has the background, knowledge and contacts to effectively work through
the federal process.
Strategic Plan Relevance:
8.0 — Maintain and enhance public confidence, satisfaction and trust in City Government
The Federal Legislative Program supports several of the City's strategic goals including improving mobility and
connectivity, ensuring a safe, adequate and affordable water supply, ensuring a high and timely level of public safety
and developing the financial capital needed to support business growth and development, and improve the financial
advantages of operating in the City.
Cost: $98,400 CORRECTED
Source of Funds: General and Utility Funds
Date of Public Hearing (if required): N/A
Recommended Action: Approval
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL PUBLIC AFFAIRS CONSULTING SERVICES
WITH CAPITOL PARTNERS, INC.
This Agreement (referred to as the "Agreement") is made by and between the City of Round
Rock, a Texas home -rule municipal corporation whose offices are located at 221 East Main Street, Round
Rock, Texas 78664-5299 (referred to as the "City"), and Capitol Partners, Inc. whose offices are located
at 1629 K Street NW, Suite 1250, Washington, DC 20006 (referred to as the "Consultant"),
This Agreement shall recite the contractual terms whereby the City engages Capitol Partners, Inc.
to perform, by way of illustration and not limitation, the following services:
Public affairs consulting services in relation to monitoring and advocating the City's
position on critical bills; securing changes to legislative language relating to
transportation issues; advocating passage of a stand-alone bill relating to the City's
receipt of formula fimding; monitoring and advocating for passage of federal legislation
favorable to the City and against passage of federal legislation unfavorable to the City;
monitoring and advocating to secure government funding for the City's operations,
including periodic authorization bills; and maintaining and developing partnerships
between the City, Congress, and the federal government that result in substantial
government support and funding.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective
rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually
agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective from February 1, 2011, and shall remain in full force and effect
until it expires by operation of the term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the services
specified herein is achieved, but in no event later than twelve (12) months from the effective date hereof.
At City's sole and unfettered option, this Agreement may be renewed for additional twelve (12)
month periods front the expiration date of the initial term, only upon the express written agreement of
both parties and only provided Consultant has performed each and every contractual obligation specified
in this Agreement.
City reserves the right to review the Agreement and contractual relationship at any time, and may
elect to terminate same with or without cause or may elect to continue.
00210593/jkg
-lt-ol—t3- ion
1,02 CONTRACT AMOUNT; SCOPE OF SERVICES DELINEATION
In consideration for the professional services to be performed by Consultant, City agrees to pay
Consultant the amount of Eight Thousand and No/100 Dollars ($8,000.00) per month as a retainer for
services and for receipt of the Scope of Services deliverables as delineated herein. This amount does not
include administrative fees which otherwise are payable under this Agreement as delineated in Section
1.03. This amount does not include expenses which otherwise are reimbursable under this Agreement as
delineated in Section 1.03.
For purposes of this Agreement, Consultant has issued its Scope of Services for the services
delineated herein. Such Scope of Services is attached hereto as Exhibit "A" and incorporated herein by
reference for all purposes. This Agreement, and its accompanying exhibit, shall evidence the entire
understanding and agreement between the parties and shall supersede any prior proposals, correspondence
or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of Services
within the contract term specified in Section 1.01. Consultant's undertakings shall be limited to
performing services for City and/or advising City concerning those matters on which Consultant has been
specifically engaged. Consultant shall perform its services in accordance with this Agreement, in
accordance with any appended exhibits, in accordance with due care, and in accordance with prevailing
consulting industry standards for comparable services.
1.03 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES; SUPPLEMENTAL
AGREEMENTS
Payment for Services: In consideration for the professional consulting services to be performed
by Consultant, City agrees to pay Consultant in accordance with the terms set forth below:
All retainer payments to Consultant shall be made on the basis of invoices submitted by
Consultant and approved by City in accordance with Section 1.04 herein, payable monthly in
advance.
Payment for Administrative Fees: Administrative fees in the amount of $200.00 per month shall
be paid to Consultant, upon Consultant properly invoicing for same and providing documentation for
same. Such administrative fees shall cover Consultant's incidental costs including but not limited to
postage charges, facsimile charges, telephone charges, and the like.
Payment for Reimbursable Expenses: Reimbursable expenses authorized in writing in advance
by City shall be paid to Consultant at actual cost, upon Consultant properly invoicing for same and
providing documentation for same.
Not -to -Exceed Total for Services: Unless subsequently changed by additional Supplemental
Agreement hereto, duly authorized by City Council or City Manager action, Consultant's total
compensation for services hereunder shall not exceed $96,000.00. This amount represents the absolute
limit of City's liability to Consultant hereunder unless same shall be changed by additional Supplemental
Agreement, and City shall pay, strictly within the confines of the not -to -exceed sum recited herein,
Consultant's professional fees for work done on behalf of City.
Not -to -Exceed Total for Administrative Fees: Unless subsequently changed by additional
Supplemental Agreement hereto, duly authorized by City Council or City Manager action, Consultant's
total compensation for administrative fees hereunder shall not exceed $2,400.00. This amount represents
the absolute limit of City's liability to Consultant hereunder unless same shall be changed by additional
2
Supplemental Agreement, and City shall pay, strictly within the confines of the not-to-exceed sum recited
herein, Consultant's administrative fees for work done on behalf of City.
Deductions: No deductions shall be made for Consultant's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon claims, whether
paid by City or denied.
Supplemental Agreements: The terms of this Agreement may be modified by written
Supplemental Agreement hereto, duly authorized by City Council or City Manager action, if City
determines that there has been a significant change in (1) the scope, complexity, or character of the
services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be
executed by both parties within the period specified as the term of this Agreement. Consultant shall not
perform any work or incur any additional costs prior to the execution, by both parties, of such
Supplemental Agreement. Consultant shall make no claim for extra work done unless and until there is
full execution of any Supplemental Agreement, and City shall not be responsible for actions by
Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by
Supplemental Agreement.
1.04 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit a series of monthly invoices
to City. Each invoice for professional services shall detail the services performed, along with
docurnentation. All payments to Consultant shall be made on the basis of the invoices submitted by
Consultant and approved by City.
Should additional backup material be requested by City, Consultant shall comply promptly. In
this regard, should City determine it necessary, Consultant shall make all records and books relating to
this Agreement available to City for inspection and auditing purposes.
If City has any dispute with work performed, then City shall notify Consultant within thirty (30)
days after receipt of invoice. In the event of any dispute regarding the work performed, then and in that
event Consultant shall either (a) satisfactorily re-perform the disputed services or (b) provide City with an
appropriate credit.
Payment of hrvoices: City reserves the right to correct any error that may be discovered in any
invoice that may have been paid to Consultant and to adjust same to meet the requirements of this
Agreement. Following approval of invoices, City shall endeavor to pay Consultant promptly, but no later
than the time period required under the Texas Prompt Payment Act described in Section 1.08 herein.
Under no circumstances shall Consultant be entitled to receive interest on payments which are late
because of a good faith dispute between Consultant and City or because of amounts which City has a right
to withhold under this Agreement or state law. City shall be responsible for any sales, gross receipts or
similar taxes applicable to the services, but not for taxes based upon Consultant's net income.
Offsets: City may, at its option, offset any amounts due and payable under this Agreement
against any debt (including taxes) lawfully due to City from Consultant, regardless of whether the amount
due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt
due to City has been reduced to judgment by a court.
1.05 REQUIRED REPORTS
Consultant agrees to provide City with any necessary detailed final written reports, together with
all information gathered and materials developed during the course of the relationship. Additionally,
3
Consultant agrees to provide City with any necessary oral presentations of such detailed final written
reports, at City's designation and at no additional cost to City.
1.06 LIMITATION TO SCOPE OF SERVICES
Consultant and City agree that the scope of services to be performed is generally enumerated in
the Scope of Services labeled as Exhibit "A" and attached hereto. Notwithstanding anything herein to the
contrary, the parties agree that City retains absolute discretion and authority for all funding decisions,
such decisions to be based solely on criteria accepted by City which may be influenced by but not be
dependent on Consultant's work.
1.07 NON -APPROPRIATION; FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and agreed that
City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing
body of City does not appropriate funds sufficient to purchase the services as determined by City's budget
for the fiscal year in question. City may effect such termination by giving Consultant a written notice of
termination at the end of its then -current fiscal year.
1.08 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made
by City to Consultant will be made within thirty (30) days of, the date City receives goods under this
Agreement, the date the performance of the services under this Agreement are completed, or the date City
receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on
an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment
becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This
Prompt Payment Policy does not apply to payments made by City in the event:
(a) There is a bona fide dispute between City and Consultant, a contractor, subcontractor,
or supplier about the goods delivered or the service performed that cause the payment
to be late; or
There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed that
causes the payment to be late; or
The terms of a federal contract, grant, regulation, or statute prevent City from making
a timely payment with federal funds; or
(d) The invoice is not mailed to City in strict accordance with any instruction relating to
the payment.
1.09 TERMINATION; DEFAULT
Termination; It is agreed and understood by Consultant that City may terminate this Agreement
for the convenience of City, upon fifteen (15) days' written notice to Consultant, with the understanding
that immediately upon receipt of said notice all work being performed under this Agreement shall cease.
Consultant shall invoice City for work satisfactorily completed and shall be compensated in accordance
with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant
shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless
otherwise specified in this Agreement, all data, information, and work product related to this project shall
become the property of City upon termination of this Agreement, and shall be promptly delivered to City
(b)
(c)
4
in a reasonably organized form without restriction on future use, subject to the conditions set forth herein.
Should City subsequently contract with a new consultant for continuation of service, Consultant shall
cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of City and the
terminated party to fulfill contractual obligations. Termination under this section shall not relieve the
terminated party of any obligations or liabilities which occurred prior to termination.
Nothing contained in this section shall require City to pay for any work which is unsatisfactory or
which is not submitted in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if the
alleging party provides the other party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if
agreed upon between the parties).
If default results in termination of this Agreement, then City shall give consideration to the actual
costs incurred by Consultant in performing the work to the date of default. The cost of the work that is
useable to City, the cost to City of employing another firm to complete the useable work, and other
factors will affect the value to City of the work performed at the time of default. Neither party shall be
entitled to any lost or anticipated profits for work terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and obligations of
the terminating party and the terminated party to fulfill contractual obligations. Termination under this
section shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require City to pay for any work which is unsatisfactory,
or which is not submitted in compliance with the terms of this Agreement.
1.10 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's employees or
subcontractors are not City's employees. This Agreement does not create a partnership, employer-
employee, or joint venture relationship. No party has authority to enter into contracts as agent for the
other party. Consultant and City agree to the following rights consistent with an independent contractor
relationship:
(a) Consultant has the right to perform services for others during the term hereof.
(b) Consultant has the sole right to control and direct the means, manner and method by
which it performs its services required by this Agreement.
(c) Consultant has the right to hire assistants as subcontractors, or to use employees to
provide the services required by this Agreement.
(d) Consultant or its employees or subcontractors shall perform services required hereunder,
and City shall not hire, supervise, or pay assistants to help Consultant.
(e) Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
5
(1) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
Neither Consultant nor its employees or subcontractors are eligible to participate in any
employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City.
1.11 NON -SOLICITATION
(g)
Except as may be otherwise agreed in writing, during the term of this Agreement and for twelve
(12) months thereafter, neither City nor Consultant shall offer employment to or shall employ any person
employed then or within the preceding twelve (12) months by the other or any affiliate of the other if such
person was involved, directly or indirectly, in the performance of this Agreement. This provision shall
not prohibit the hiring of any person who was solicited solely through a newspaper advertisement or other
general solicitation.
1.12 CITY'S RESPONSIBILITIES
Full information: City shall provide full information regarding project requirements. City shall
have the responsibility of providing Consultant with such documentation and information as is reasonably
required to enable Consultant to provide the services called for. City shall require its employees and any
third parties who are otherwise assisting, advising or representing City to cooperate on a timely basis with
Consultant in the provision of its services. Consultant may rely upon written information provided by
City and its employees and agents as accurate and complete. Consultant may rely upon any written
directives provided by City or its designated representative concerning provision of services as accurate
and complete.
Required materials: Consultant's performance requires receipt of all requested information
reasonably necessary to provision of services. City shall furnish information which includes but is not
limited to pertinent correspondence with other local municipal and planning officials, previous analyses
or feasibility studies, and other pertinent information. Consultant agrees, within ten (10) days of the
effective date of this Agreement, to provide City with a cornprehensive and detailed information request
list.
1.13 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in
connection with services to be performed under this Agreement, and any and all data and information
gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party
agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential
information relative to this Agreement, and to not make any use thereof other than for the performance of
this Agreement, provided that no claim may be made for any failure to protect information that occurs
more than three (3) years after the end of this Agreement.
The parties recognize and understand that City is subject to the Freedom of Information Act and
its duties run in accordance therewith.
All data relating specifically to City's business and any other information which reasonably
should be understood to be confidential to City is confidential information of City. Consultant's
proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any
other information which reasonably should be understood to be confidential to Consultant is confidential
6
information of Consultant. City's confidential information and Consultant's confidential information is
collectively referred to as "Confidential information." Each party shall use Confidential Information of
the other party only in furtherance of the purposes of this Agreement and shall not disclose such
Confidential Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be obligated to
treat as confidential any information disclosed by the other party (the "Disclosing Party") which: (a) is
rightfully known to the recipient prior to its disclosure by the Disclosing Party; (b) is released by the
Disclosing Party to any other person or entity (including governmental agencies) without restriction; (c) is
independently developed by the recipient without any reliance on Confidential Information; or (d) is or
later becomes publicly available without violation of this Agreement or may be lawfully obtained by a
party from any non-party. Notwithstanding the foregoing, either party will be entitled to disclose
Confidential Information of the other to a third party as niay be required by law, statute, rule or
regulation, including subpoena or other similar form of process, provided that (without breaching any
legal or regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither City nor Consultant will be liable to the other for inadvertent or accidental disclosure of
Confidential Information if the disclosure occurs notwithstanding the party's exercise of the same level of
protection and care that such party customarily uses in safeguarding its own proprietary and confidential
information.
Notwithstanding anything to the contrary in this Agreement, City will own as its sole property all
written materials created, developed, gathered, or originally prepared expressly for City and delivered to
City under the terms of this Agreement (the "Deliverables"); and Consultant shall own any general skills,
know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar
information which may have been discovered, created, developed or derived by Consultant either prior to
or as a result of its provision of services under this Agreement (other than the Deliverables). Consultant's
working papers and Consultant's Confidential Information (as described herein) shall belong exclusively
to Consultant. City shall have a non-exclusive, non -transferable license to use Consultant's Confidential
Information for City's own internal use and only for the purposes for which they are delivered to the
extent that they form part of the Deliverables.
1.14 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent with
generally prevailing professional or industry standards, and shall be performed in a professional and
workmanlike manner. Consultant shall re -perform any work not in compliance with this representation.
Consultant disclaims all other warranties express or implied including but not limited to the implied
warranties of merchantability and fitness for a particular purpose.
1.15 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of this Agreement, then and
in that event City shall give written notification to Consultant; thereafter, (a) Consultant shall either
promptly re -perform such services to the City's reasonable satisfaction at no additional charge, or (b) if
7
such deficient services cannot be cured within the cure period set forth herein in Section 1.09, then this
Agreement may be terminated for default.
In no event will Consultant be liable for any Toss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by City, its directors, employees or agents.
In no event shall Consultant be liable to City, by reason of any act or omission relating to the
services provided under this Agreement (including the negligence of Consultant), whether a claim be in
tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, special or similar
damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in
excess of the total professional fees paid by City to Consultant under this Agreement, except to the extent
determined to have resulted from Consultant's gross negligence, willful misconduct or fraudulent acts
relating to the service provided hereunder.
1.16 INDEMNIFICATION
Consultant and City each agree to indemnify, defend and hold harmless the other from and
against amounts payable under any judgment, verdict, court order or settlement for death or bodily injury
or the damage to or loss or destruction of any real or tangible property to the extent arising out of the
indemnitor's negligence in the performance of this Agreement.
Consultant agrees to indemnify, defend and hold harmless City from and against any and all
amounts payable under any judgment, verdict, court order or settlement for Third Party claims of
infringement of any trade secrets, copyrights, trademarks or trade names alleged to have occurred and
arising from the deliverables provided by Consultant to City in connection with the performance of this
Agreement. Should City's use of such deliverables be determined to have infringed, Consultant may, at
its option: (a) procure for City the right to continue using such deliverables provided or (b) replace or
modify them to make their use non -infringing while yielding substantially equivalent results. If neither of
the above options are or would be available on a basis that is commercially reasonable, then Consultant
may terminate this Agreement, City shall return such deliverables provided, and Consultant will refund to
City the fees paid for the deliverables provided.
This infringement indemnity does not cover claims arising from the combination of such
deliverables with products or services not provided by Consultant; the modification of such deliverables
by any person other than Consultant; deliverables complying with or based upon (a) designs provided by
or at the direction of City or (b) specifications or other information provided by or at the direction of City;
or use of systems, materials or work performed in a manner not permitted hereunder or by another
obligation of City to Consultant.
The indemnities in this section are contingent upon: (a) the indemnified party promptly notifying
the indemnifying party in writing of any claim which gives rise to a claim for indemnification hereunder;
(b) the indemnifying party being allowed to participate in the defense and settlement of such claim; and
(c) the indemnified party cooperating with all reasonable requests of the indemnifying party (at the
indemnifying party's expense) in defending or settling a claim. The indemnified party shall have the
right, at its option and expense, to participate in the defense of any suit or proceeding through counsel.
1.17 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party may assign any rights or delegate
8
any duties under this Agreement without the other party's prior written approval, which approval shall not
be unreasonably withheld.
1.18 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred
while performing services under this Agreement. City will not do the following:
(a) Withhold FICA from Consultant's payments or make FiCA payments on its behalf;
(b) Make state and/or federal unemployment compensation contributions on Consultant's
behalf; or
(c) Withhold state or federal income tax from any of Consultant's payments.
If requested, City shall provide Consultant with a certificate from the Texas State Comptroller
indicating that City is a non-profit corporation and not subject to State of Texas Sales and Use Tax.
1.19 INSURANCE
Insurance: Consultant, at Consultant's sole cost, shall have and maintain during the term of this
Agreement professional liability insurance coverage in the minimum amount of One Million Dollars
from a company authorized to do insurance business in Texas and otherwise acceptable to City.
Subconsultant Insurance: Without limiting any of the other obligations or liabilities of Consultant,
Consultant shall require each subconsultant performing work under this Agreement to maintain during the
terns of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance
required in the immediately preceding paragraph, including the required provisions and additional policy
conditions as shown below. As an alternative, Consultant may include its subconsultants as additional
insureds on its own coverages as prescribed tinder these requirements. Consultant's certificate of
insurance shall note in such event that the subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant in order
to assure compliance with the insurance requirements. Consultant must retain the certificates of insurance
for the duration of this Agreement, and shall have the responsibility of enforcing these insurance
requirements among its subconsultants. City shall be entitled, upon request and without expense, to
receive copies of these certificates of insurance.
Insurance Policy Endorsements: Each insurance policy hereunder shall include the following
conditions by endorsement to the policy:
(a) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non-
renewal or any material change in coverage, a notice thereof shall be given to City by mail
to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify City, within ten (10) days of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives from its
insurer.
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(b) Companies issuing the insurance policies shall have no recourse against City for payment of
any premiums or assessments for any deductibles which all are at the sole responsibility
and risk of Consultant.
Terms "City" or "City of Round Rock" shall include all authorities, boards, commissions,
departments, and officers of City and individual members, employees and designated
agents in their official capacities, or while acting on behalf of the City of Round Rock.
(d) The policy clause "Other Insurance" shall not apply to any insurance coverage currently
held by City, to any future coverage, or to City's Self -Insured Retentions of whatever
nature.
(c)
(e) Consultant and City mutually waive subrogation rights each may have against the other for
loss or damage, to the extent same is covered by the proceeds of insurance.
Cost of Insurance: The cost of all insurance required herein to be secured and maintained by
Consultant shall be borne solely by Consultant, with certificates of insurance evidencing such minimum
coverage in force to be filed with City.
1.20 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
As this Agreement is a contract for public affairs consulting services, Consultant will strictly
adhere to both the letter and spirit of all federal, state, and local lobbying laws. Consultant, its
consultants, agents, employees and subcontractors shall comply with all applicable federal and state laws,
the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and
regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further
obtain all permits, licenses, trademarks, or copyrights required in the performance of the services
contracted for herein, and same shall belong solely to City at the expiration of the term of this Agreement.
1.21 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents, consultants
and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any
product, materials or equipment that will be recommended or required hereunder.
1.22 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf with regard to
this Agreement:
City Manager
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
Carl Holshouser, Principal
Capitol Partners, Inc.
1629 K Street NW, Suite 1250
Washington, DC 20006
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1.23 NOTICES
All notices and other communications in connection with this Agreement shall be in writing and
shall be considered given as follows:
(a) When delivered personally to recipient's address as stated herein; or
(b) Three (3) days after being deposited in the United States mail, with postage prepaid
to the recipient's address as stated in this Agreement.
Notice to Consultant:
Capitol Partners, Inc.
1629 K Street NW, Suite 1250
Washington, DC 20006
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.24 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by
either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive
venue for same shall lie in Williamson County, Texas. This Agreement shall be governed by and
construed in accordance with the laws and court decisions of Texas.
1.25 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire agreement
between the patties and supersede all previous communications, representations, and agreements, either
written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of
any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No
modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by
the duly authorized governing body or representative for each party.
1.26 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with
the help of a mutually selected mediator. If the parties cannot agree on a mediator, City shall select one
mediator and Consultant shall select one mediator and those two mediators shall agree upon a third
mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared
equally by the parties.
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City and Consultant hereby expressly agree that no claims or disputes between the parties arising
out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding,
including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or
any applicable state arbitration statute.
1.27 FORCE MAJEURE
Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in
performance of any obligation hereunder shall constitute an event of default or breach of this Agreement,
only to the extent that such failure to perforin, delay or default arises out of causes beyond control and
without the fault or negligence of the patty otherwise chargeable with failure, delay or default; including
but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion,
theft, earthquakes, natural disasters or other casualties, shrikes or other labor troubles, which in any way
restrict the performance under this Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to perform
or its substantial delay in performance is due to City's failure to timely provide requested information,
data, documentation, or other material necessary for Consultant to perform its obligations hereunder.
1.28 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of
any event rendering any portion of provision of this Agreement void shall in no way affect the validity or
enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed
severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this
Agreement did not contain the particular portion of provision held to be void. The parties further agree to
amend this Agreement to replace any stricken provision with a valid provision that comes as close as
possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire
Agreement from being void should a provision which is of the essence of this Agreement be determined
void.
1.29 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and cotnpetent to perforin all of the
services, responsibilities and duties specified herein and that such services, responsibilities and duties
shall be performed, whether by Consultant or designated subconsultants, in a manner according to
generally accepted industry practices.
1.30 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only and shall
have no substantive effect on construction of this Agreement.
No delay or omission by either party in exercising any right or power shall impair such right or
power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed
by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of
any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized
representative of the party against whom such waiver or discharge is sought to be enforced.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered one original. City agrees to provide Consultant with one frilly executed original.
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IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate originals on the
dates hereafter indicated.
CITY OF ROUND ROCK, TEXAS
By:
Printed Name:
Title: q L1 � M ��
Date Signed: 1. i3.2D1 1
Y)-)
ATTEST:
By:
Sara L. White, City Secretary
FOR CITY,
By:
ROV D AS O FORM:
Steph
L. Sheets, City Attorney
13
CAPITOL PA �N ERS, INC.
By:
Printed
Title:
Date Signed:
•
itoI P,ii� ne s,Scu c of Set rtes fi►t Tile et t ;i►Pito iiiiilatbcfc
January 41h, 2011
1) Federal Lobbvina•Advocacv Support: In order to achieve Round Rock's long term goals, Capitol
Partners must continue to advocate the City's positions to members of congress. Thus far, Capitol
Partners assisted in striking down the Public Safety Bargaining Agreement Amendment, protecting the
City of Round Rock from federal intervention on how it negotiates contracts with Its emergency
response personnel.
A) Monitoring- Capitol Partners will monitor the legislative agenda In order to identify and target
all upcoming bills that may impact Round Rock and alert City officials of all legislative
developments. Capitol Partners will continue to use its great relationships with Congressman
John Carter and Senators John Cornyn and Kay Batley Hutchison to keep the City of Round Rock
ahead of the curve in the legislative agenda.
B) Advocacy- Capitol Partners will engage in a comprehensive outreach campaign to political
leaders In the federal level, and take advantage of its relationships with key members of the
Texas delegation, most Importantly Reps. McCaul and Carter and Sens. Hutchison and Cornyn,
to ensure favorable legislation is passed and that any negative legislation is opposed.
Additionally, Capitol Partners will represent and advocate on behalf of Round Rock and bring
significant congressional support to bear on any Round Rock issue as it arises, such as
Transportation disputes with Capital Metro, collective bargaining, and streamlined sales tax.
C) Coordinate- Capitol Partners will coordinate, schedule and facilitate meetings between Round
Rock officials (Mayor, Council members, and City Staff) and the key legislators mentioned above
in Washington D.C. when strategically needed for the advancement of Round Rock priorities.
2) Federal Lobbying- Funding: Capitol Partners will constantly monitor all federal government funding
opportunities available to the City of Round Rock and pursue them.
A) Federal Funding- Congressional members are charged by the Constitution to support their
constituencies, thus they are very involved in ensuring that federal funds are Invested In their
home state and districts through specific requests they place with the federal agencies.
Members contact the federal agencies In charge of distributing federal funds through letters and
phone calls asking for specific projects and programs to be selected for support. As the
Congressional members, especially high ranking rnembers.such as Senator Hutchison, Senator
Cornyn, and Congressman Carter, have great control over an agency's funding, any federal
agency considers these requests carefully. Capitol Partners will leverage its relationships with
the powerful Texas delegation and within the federal agencies to ensure that Round Rock's
needs are considered urgent priorities to the federal government, leading to agency funding for
the city.
B) Authorization Bills- Periodic authorization bills, such as the upcoming Transportation Equity
Act and the Water Resources Development Act provide great funding opportunities for road,
public transportation, and water infrastructure projects for the City of Round Rock, Capitol
Partners will bring Its experience in securing funding from these legislative vehicles to bear on
behalf of the City of Round Rock. As these bills are scheduled to be marked up In the spring, it Is
Important to begin preparing viable projects in order to advocate for Round Rock's needs.
EXHIBIT
3) Executive Agency Grant identification and Assistance; Capitol Partners will monitor, Identify and
secure funding from all announced grant opportunities available to the city of Round Rock. Capitol
Partners will fully assist and support Round Rock throughout the entire grant Identification, application
and support process. Our support and familiarity with the process will position Round Rock to put
together the most competitive grant applications possible and maximize the city's ability to secure
federal funding. Our assistance in this section of the process may include any of the following that you
require:
• Passing along a bl-monthly "Grant Announcement", a compilation of recently announced major
and federal grants available to you.
• Planning your proposal prior to the project
• Grant review (reviewing your existing or partially started project)
• Letters of intent of "boilerplate° preparation
• Project research (does your program fit into the scope of the RFP?)
• Leverage all appropriate agency relationships to strengthen your application.
Additionally, Capitol Partners' close relationships with your congressional delegation and the
administration will ensure that your application will have strong congressional support, thus
strengthening the application further.
')15 ecfii'es 'F:I .'eted
Through the above services, Capitol Partners inc. will achieve the following on behalf of the City of
Round Rock in the 112th Congress:
• Ensure the Passage of Favorable Federal Legislation; Federal lawmakers yield a considerable
influence on the City of Round Rock's operations and budget, and thus must be educated on the
effects that any proposed legislation will have on the city and persuaded to act favorably.
• Block the Passage of Unfavorable Federal Legislation: Within the countless political Initiatives
in the federal agenda, there are Inevitably several proposed bilis and amendments that can have
a deeply adverse effect on the City of Round Rock. Congressional'oppositton to these Initiatives
must be secured to protect Round Rock from unfavorable legislation.
• Secure Government Funding for the Citv's Operations: The federal government takes upon
itself to support local emergency relief institutions, and thus there are several funding avenues
that Capitol Partners will secure support from for the City of Round Rock.
• Achieving The 7 Targets on the Federal I,eelsiative Priority List
o Legislative Language allowing Section 3507 funds to be used for operational costs.
o The defeat of a Public Safety Bargaining Agreement.
o Legislative Language resolving the CAP Metro Funding dispute.
o inclusion in the upcoming WRDA 6111.
o inclusion In the upcoming TEA Bili.
o Resolution to the land sale issue involving properties 482076, 482074, 481895, 481896
& 550304.
o The defeat of any Streamlined Sales Tax Amendment adversely affecting Round Rock.